Willamette Woolen Manuf Co v. Bank of British Columbia

• Decision Date: 29 November 1886
• Citation: 30 L.Ed. 384,7 S.Ct. 187,119 U.S. 191
• Parties: WILLAMETTE WOOLEN MANUF'G CO. v. BANK OF BRITISH COLUMBIA
• Court: U.S. Supreme Court

119 U.S. 191

7 S.Ct. 187

30 L.Ed. 384

WILLAMETTE WOOLEN MANUF'G CO. v. BANK OF BRITISH COLUMBIA.

November 29, 1886.

Geo. H. Williams, for appellant, Willamette Woolen Manuf'g Co. J. N. Dolph

MILLER, J.

This is an appeal from the circuit court of the United States for the District of Oregon. The Willamette Woolen Manufacturing Company, the appellant, was incorporated, by an act of the territorial legislature of Oregon, on the seventeenth day of December, 1856, which act is in the following language:

'Section 1. Be it enacted by the legislative assembly of the territory of Oregon that George H. Williams, Alfred Stanton, Joseph Watt, Joseph Holman, Daniel Waldo, William H. Rector, E. M. Barnum, J. G. Wilson, and J. D. Boon, and their associates, stockholders in the joint-stock company known as the 'Willamette Woolen Manufacturing Company,' and their successors, are hereby declared a body corporate and politic by the name and style of the 'Willamette Woolen Manufacturing Company,' for the purpose of creating and improving water-powers and privileges and manufacturing; and the present organization of said joint-stock company shall continue until changed by said corporation.

'Sec. 2. Said corporation shall have power to purchase, receive, and possess lands, goods, chattels, and effects of every kind, the same to use and dispose of at pleasure; to contract and be contracted with; to sue and be sued; to have a common seal, and the same to use and change at pleasure; and to ordain and establish such by-laws and regulations as it may deem expedient for its own government and the efficient management of its affairs, consistent with the constitut on and laws of the United States and the laws of this territory.

'Sec. 3. The capital stock of said corporation shall not exceed two hundred thousand dollars, and shall be divided into shares of not less than one hundred dollars each, transferable as its by-laws may provide.

'Sec. 4. Said corporation shall receive, possess, and enjoy all the property, interests, and rights of said joint stock-company, and shall hold and have, and may enforce by legal remedies, all claims and obligations due or to become due, given or that may be given, to said company; and all stock due or to become due to said company shall be payable to, and collected by, said corporation; and the individual members of said corporation shall each and singular be liable for the corporate debts of said company, contracted while a member of the same, to the amount of his share of the corporate property.

'Sec. 5. Said corporation shall have power to bring water from the Santiam River to any place or places in or near Salem, to be brought as far as practicable through the channel or the valley of Mill creek, and for such purpose may enter upon lands and also said creek, and do all things proper and suitable for a safe, direct, and economical conveyance of water as aforesaid; but said corporation shall do no unnecessary injury to private property, and shall be answerable in damages to any person whose property is injured by its acts.

'Sec. 6. Said corporation shall have the exclusive right to the hydraulic powers and privileges created by the water which it takes from the Santiam river, and may use, rent, or sell the same, or any portion thereof, as it may deem expedient.

'Sec. 7. This act shall be in force from and after its passage.'

The present suit was brought by the Bank of British Columbia against that corporation to foreclose a mortgage executed by it on the twenty-fourth day of August, 1875, to secure the payment of promissory notes made by the company, amounting originally to over $80,000, of which, at the time of bringing the suit, only about fifteen thousand remained unpaid. To the bill of foreclosure the defendant, in the circuit court, filed an answer and a plea, The plea, which raises the only question in issue here, is as follows:

'And, for a further defense and plea to said bill of complaint, said defendant, the Willamette Woolen Manufacturing Company, alleges that it is now, and continuously for more than twenty years next last past has been, incorporated under and by virtue of an act of the legislative assembly of the territory of Oregon, passed December 17, 1856, and entitled 'An act to incorporate the Willamette Woolen Manufacturing Company;' that the fifth section of said act provides as follows viz.:

"Sec. 5. Said corporation shall have power to bring water from the Santiam rever to any place or places in or near Salem, to be brought, as far as practicable, through the channel or the valley of Mill creek; and for such purpose may enter upon lands and also said creek, and do all things proper and suitable for a safe, direct, and economical conveyance of water as aforesaid; but said corporation shall do no unnecessary injury to private property, and shall be answerable in damages to any person whose property is injured by its acts.'

'That the rights and powers enumerated in said section five of said act, and thereby conferred upon defendant, constitute the personal and exclusive franchise of defendant as such corporation, and that said mortgage mentioned in plaintiff's bill of complaint included said franchise, and of right ought by this honorable court to be declared null and void and of no effect, so far as the same...